MANAGING A JOINT STOCK COMPANY

Abstract

Law no. 441/2006 which amended and supplemented Law no. 31/1990 has introduced a new concept on administration and management of joint-stock company. Related to joint-stock company or limited partnership by share, Law no. 31/1990 states that their administration is operated by one or more administrators. When there are several administrators, they constitute a Council of Administration. The Council of Administration may delegate the management of the company to one or more directors by appointing one of them as general director. In the constitutive act can be mentioned that the joint-stock company is managed by a Directorate and a Council of Control. Considering law provisions, it is clear that the administration and management of the joint-stock company is carried out either in a unitary system - the Council of Administration and the company’s directors, or a dual system of administering - the Directorate and the Council of Control. It is mandatory that the constitutive act specify the identification data of first members in the Council of Administration and, also, in the Council of Control, the prerogatives conferred on the administrators, directors and members of the Directorate and if they are going to exercise these prerogatives together or separately. Also, in the constitutive act will be specified the number of members in the Council of Administration. During the company’s existence, it is possible the transition from one administration system to another, amending the Company`s Constitutive Act passed by the Extraordinary General Meeting of shareholders. Key-words: joint-stock company, system of administering, Council of Administration, Directorate, Council of Control